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                                                                    EXHIBIT 4(c)
December 12, 2001


                     Company Order and Officers' Certificate
                     6.125% Senior Notes, Series C, due 2006


The Bank of New York, as Trustee
5 Penn Plaza, 13th Floor
New York, New York 10001

Ladies and Gentlemen:

Pursuant to Article Two of the Indenture, dated as of October 1, 1998 (as it may
be amended or  supplemented,  the  "Indenture"),  from  Indiana  Michigan  Power
Company (the "Company") to The Bank of New York, as trustee (the "Trustee"), and
the Board  Resolutions  dated January 24, 2001, a copy of which certified by the
Secretary or an Assistant  Secretary of the Company is being delivered  herewith
under  Section  2.01  of the  Indenture,  and  unless  otherwise  provided  in a
subsequent Company Order pursuant to Section 2.04 of the Indenture,

1.   The Company's  6.125%  Senior  Notes,  Series C, due 2006 (the "Notes") are
     hereby  established.  The Notes shall be in substantially the form attached
     hereto as Exhibit 1.

2.   The  terms  and  characteristics  of the  Notes  shall be as  follows  (the
     numbered clauses set forth below corresponding to the numbered  subsections
     of Section 2.01 of the  Indenture,  with terms used and not defined  herein
     having the meanings specified in the Indenture):

     (i)  the aggregate principal amount of Notes which may be authenticated and
          delivered under the Indenture shall be limited to $300,000,000, except
          as contemplated in Section 2.01(i) of the Indenture;

     (ii) the date on which the principal of the Notes shall be payable shall be
          December 15, 2006;

     (iii)interest  shall accrue from the date of  authentication  of the Notes;
          the  Interest  Payment  Dates on which such  interest  will be payable
          shall be June 15 and December 15, and the Regular  Record Date for the
          determination  of  holders  to whom  interest  is  payable on any such
          Interest  Payment Date shall be the June 1 or December 1 preceding the
          relevant  Interest  Payment  Date;  provided  that the first  Interest
          Payment Date shall be June 15, 2002 and interest payable on the Stated
          Maturity  Date or any  Redemption  Date shall be paid to the Person to
          whom principal shall be paid;

     (iv) the  interest  rate at which the Notes  shall bear  interest  shall be
          6.125% per annum;

     (v)  the Notes shall be redeemable  at the option of the Company,  in whole
          at any time or in part  from time to time,  upon not less than  thirty
          but not more than sixty  days'  previous  notice  given by mail to the
          registered  owners of the  Notes at a  redemption  price  equal to the
          greater  of (i)  100%  of the  principal  amount  of the  Notes  being
          redeemed  and  (ii) the sum of the  present  values  of the  remaining
          scheduled  payments  of  principal  and  interest  on the Notes  being
          redeemed  (excluding  the portion of any such interest  accrued to the
          date of redemption)  discounted  (for purposes of determining  present
          value) to the  redemption  date on a  semi-annual  basis  (assuming  a
          360-day year  consisting of twelve 30-day months) at the Treasury Rate
          (as defined below) plus 25 basis points,  plus, in each case,  accrued
          interest thereon to the date of redemption.

          "Treasury Rate" means,  with respect to any redemption  date, the rate
          per annum equal to the semi-annual equivalent yield to maturity of the
          Comparable  Treasury  Issue,  assuming  a  price  for  the  Comparable
          Treasury  Issue  (expressed as a percentage  of its principal  amount)
          equal to the Comparable Treasury Price for such redemption date.

          "Comparable  Treasury Issue" means the United States Treasury security
          selected  by an  Independent  Investment  Banker as having a  maturity
          comparable to the remaining  term of the Notes that would be utilized,
          at the time of selection and in accordance  with  customary  financial
          practice,  in  pricing  new issues of  corporate  debt  securities  of
          comparable maturity to the remaining term of the Notes.

          "Comparable  Treasury  Price"  means,  with respect to any  redemption
          date,  (i) the average of the bid and asked prices for the  Comparable
          Treasury  Issue  (expressed in each case a percentage of its principal
          amount) on the third Business Day preceding such  redemption  date, as
          set forth in the daily statistical  release (or any successor release)
          published  by the  Federal  Reserve  Bank of New York  and  designated
          "Composite 3:30 p.m.  Quotations for U. S.  Government  Securities" or
          (ii) if such release (or any  successor  release) is not  published or
          does not contain such prices on such third Business Day, the Reference
          Treasury Dealer Quotation for such redemption date.

          "Independent  Investment  Banker" means one of the Reference  Treasury
          Dealers  appointed  by the Company and  reasonably  acceptable  to the
          Trustee.

          "Reference Treasury Dealer" means a primary U.S. government securities
          dealer  in New  York  City  selected  by the  Company  and  reasonably
          acceptable to the Trustee.

          "Reference  Treasury  Dealer  Quotation"  means,  with  respect to the
          Reference  Treasury  Dealer and any redemption  date, the average,  as
          determined  by the  Trustee,  of the  bid  and  asked  prices  for the
          Comparable  Treasury Issue  (expressed in each case as a percentage of
          its  principal  amount)  quoted  in  writing  to the  Trustee  by such
          Reference  Treasury Dealer at or before 5:00 p.m., New York City time,
          on the third Business Day preceding such redemption date.

     (vi) (a) the Notes  shall be issued in the form of a Global  Note;  (b) the
          Depositary for such Global Note shall be The Depository Trust Company;
          and (c) the procedures with respect to transfer and exchange of Global
          Notes shall be as set forth in the form of Note attached hereto;

     (vii)the title of the Notes shall be "6.125%  Senior  Notes,  Series C, due
          2006";

     (viii)the form of the Notes shall be as set forth in Paragraph 1, above;

     (ix) not applicable;

     (x)  the Notes shall not be subject to a Periodic Offering;

     (xi) not applicable;

     (xii) not applicable;

     (xiii) not applicable;

     (xiv)the  Notes  shall be  issuable  in  denominations  of  $1,000  and any
          integral multiple thereof;

     (xv) not applicable;

     (xvi) the Notes shall not be issued as Discount Securities;

     (xvii) not applicable;

     (xviii) not applicable; and

     (xix) not applicable.

     3.  You  are  hereby  requested  to  authenticate   $300,000,000  aggregate
principal  amount of 6.125%  Senior Notes,  Series C, due 2006,  executed by the
Company and delivered to you concurrently  with this Company Order and Officers'
Certificate, in the manner provided by the Indenture.

     4. You are  hereby  requested  to hold the  Notes as  custodian  for DTC in
accordance with the Letter of  Representations  dated December 7, 2001, from the
Company and the Trustee to DTC.

     5.  Concurrently  with this Company  Order and  Officers'  Certificate,  an
Opinion of  Counsel  under  Sections  2.04 and 13.06 of the  Indenture  is being
delivered to you.

     6. The  undersigned  Geoffrey  S.  Chatas  and  Thomas G.  Berkemeyer,  the
Assistant  Treasurer and Assistant  Secretary,  respectively,  of the Company do
hereby certify that:

     (i)  we have read the relevant portions of the Indenture, including without
          limitation the conditions  precedent  provided for therein relating to
          the action  proposed to be taken by the Trustee as  requested  in this
          Company Order and Officers'  Certificate,  and the  definitions in the
          Indenture relating thereto;

     (ii) we have read the Board  Resolutions  of the Company and the Opinion of
          Counsel referred to above;

     (iii)we have conferred  with other  officers of the Company,  have examined
          such records of the Company and have made such other  investigation as
          we deemed relevant for purposes of this certificate;

     (iv) in our opinion,  we have made such  examination or investigation as is
          necessary to enable us to express an informed opinion as to whether or
          not such conditions have been complied with; and

     (v)  on the  basis  of the  foregoing,  we are  of  the  opinion  that  all
          conditions  precedent  provided for in the  Indenture  relating to the
          action  proposed to be taken by the Trustee as  requested  herein have
          been complied with.

Kindly  acknowledge  receipt of this Company  Order and  Officers'  Certificate,
including the documents  listed herein,  and confirm the  arrangements set forth
herein by signing and returning the copy of this document attached hereto.

Very truly yours,

INDIANA MICHIGAN POWER COMPANY


By:v /s/ Geoffrey S. Chatas
       Assistant Treasurer


And: /s/ Thomas G. Berkemeyer
         Assistant Secretary


Acknowledged by Trustee:


By: /s/ Terence T. Rawlins
        Authorized Signatory